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Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2019
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

Note 7. Goodwill and Intangible Assets

Intangible Assets

The following table presents the Company’s purchased intangible assets as of December 31, 2019 (in thousands):

 

 

Gross

Intangibles

 

 

Accumulated

Amortization

 

 

Net

Intangibles

 

 

Weighted

Average

Amortization

Period (years)

 

Intangible assets subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

$

191,171

 

 

$

(121,074

)

 

$

70,097

 

 

 

10

 

Trade names and trademarks

 

19,380

 

 

 

(12,929

)

 

 

6,451

 

 

 

8

 

Non-compete agreements

 

2,769

 

 

 

(2,181

)

 

 

588

 

 

 

3

 

Content library

 

506

 

 

 

(506

)

 

 

 

 

 

2

 

Proprietary software

 

870

 

 

 

(695

)

 

 

175

 

 

 

5

 

Intangible assets not subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domain names

 

81,109

 

 

 

 

 

 

81,109

 

 

N/A

 

 

$

295,805

 

 

$

(137,385

)

 

$

158,420

 

 

 

5

 

 

The following table presents the Company’s purchased intangible assets as of December 31, 2018 (in thousands):

 

 

Gross

Intangibles

 

 

Accumulated

Amortization

 

 

Net

Intangibles

 

 

Weighted

Average

Amortization

Period (years)

 

Intangible assets subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

$

189,697

 

 

$

(106,502

)

 

$

83,195

 

 

 

10

 

Trade names and trademarks

 

19,236

 

 

 

(10,594

)

 

 

8,642

 

 

 

8

 

Non-compete agreements

 

2,746

 

 

 

(1,724

)

 

 

1,022

 

 

 

3

 

Content library

 

517

 

 

 

(517

)

 

 

 

 

 

2

 

Proprietary software

 

1,040

 

 

 

(725

)

 

 

315

 

 

 

4

 

Intangible assets not subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domain names

 

80,857

 

 

 

 

 

 

80,857

 

 

N/A

 

 

$

294,093

 

 

$

(120,062

)

 

$

174,031

 

 

 

5

 

 

The Company’s estimated future amortization expense for the succeeding years relating to the purchased intangible assets resulting from acquisitions completed prior to December 31, 2019, is as follows (in thousands):

 

 

Amount

 

2020

 

14,099

 

2021

 

9,506

 

2022

 

8,204

 

2023

 

7,361

 

2024

 

7,116

 

2025 and thereafter

 

31,025

 

 

Goodwill

Changes in goodwill for the year ended December 31, 2019 consisted of the following (in thousands):

 

 

January 1, 2019

 

 

Acquisition-

Related  (1)

 

 

Effect of

Foreign

Currency

 

 

December 31, 2019

 

Americas

$

255,436

 

 

$

1,202

 

 

$

3,315

 

 

$

259,953

 

EMEA

 

47,081

 

 

 

2,421

 

 

 

1,792

 

 

 

51,294

 

 

$

302,517

 

 

$

3,623

 

 

$

5,107

 

 

$

311,247

 

 

Changes in goodwill for the year ended December 31, 2018 consisted of the following (in thousands):

 

 

January 1, 2018

 

 

Acquisition-

Related  (1)

 

 

Effect of

Foreign

Currency

 

 

December 31, 2018

 

Americas

$

258,496

 

 

$

2,175

 

 

$

(5,235

)

 

$

255,436

 

EMEA

 

10,769

 

 

 

36,361

 

 

 

(49

)

 

 

47,081

 

 

$

269,265

 

 

$

38,536

 

 

$

(5,284

)

 

$

302,517

 

 

(1)

See Note 4, Acquisitions, for further information.  The year ended December 31, 2018 includes the goodwill recorded upon acquisition of WhistleOut and Symphony, while the year ended December 31, 2019 includes the impact of adjustments to acquired goodwill upon finalization of working capital adjustments and the tax analysis of WhistleOut’s and Symphony’s assets acquired and liabilities assumed.

The Company performs its annual goodwill impairment test during the third quarter, or more frequently if indicators of impairment exist.

For the annual goodwill impairment test, the Company elected to forgo the option to first assess qualitative factors and performed its annual quantitative goodwill impairment test as of July 31, 2019.  Under ASC 350, the carrying value of assets is calculated at the reporting unit level. The quantitative assessment of goodwill includes comparing a reporting unit’s calculated fair value to its carrying value. The calculation of fair value requires significant judgments including estimation of future cash flows, which is dependent on internal forecasts, estimation of the projected long-term growth rate and determination of the Company’s weighted average cost of capital. Changes in these estimates and assumptions could materially affect the determination of fair value and/or conclusions on goodwill impairment for each reporting unit. If the fair value of the reporting unit is less than its carrying value, goodwill is considered impaired and an impairment loss is recognized for the amount by which the carrying value exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit.

The process of evaluating the fair value of the reporting units is highly subjective and requires significant judgment and estimates as the reporting units operate in a number of markets and geographical regions. The Company considered the income and market approaches to determine its best estimates of fair value, which incorporated the following significant assumptions:

 

Revenue projections, including revenue growth during the forecast periods;

 

EBITDA margin projections over the forecast periods;

 

Estimated income tax rates;

 

Estimated capital expenditures; and

 

Discount rates based on various inputs, including the risks associated with the specific reporting units as well as their revenue growth and EBITDA margin assumptions.

As of July 31, 2019, the Company had eight reporting units, seven of which have goodwill. The Company concluded that goodwill was not impaired for all seven of its reporting units with goodwill, based on generally accepted valuation techniques and the significant assumptions outlined above. The fair values of three of the seven reporting units were substantially in excess of their carrying value. The Clearlink, Symphony, Latin America and Qelp reporting units’ fair values exceeded the respective carrying values, although the fair value cushion was not substantial. The decrease in the Clearlink reporting unit’s cushion from the prior year was primarily attributable to a decrease in the projected long-term growth rate of the U.S. Gross Domestic Product as well as a decline in projected

revenue growth.  The decrease in the cushion from the prior year for the Latin America and Qelp reporting units was primarily attributable to an increase in the country-specific risk premiums which increased the applied weighted average cost of capital.  Symphony was acquired by the Company in November 2018.

The Clearlink, Symphony, Latin America and Qelp reporting units are at risk of future impairment if projected operating results are not met or other inputs into the fair value measurement model change.  As of December 31, 2019, the Company believes there were no indicators of impairment related to Clearlink’s $74.2 million of goodwill, Symphony’s $41.3 million of goodwill, Latin America’s $19.5 million of goodwill and Qelp’s $10.0 million of goodwill.